Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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(n) Buyer's Approval. Buyer shall have obtained such formal authorization (which may include the approval of its board of directors or commissioners) to consummate the purchase and sale contemplated by this Agreement as may be necessary. 5.2. Benefit of Buyer. The Conditions Precedent are solely for the benefit of Buyer and may be waived only in writing by Buyer. Buyer shall at all times have the right to waive any condition. The waiver by Buyer of any condition in any specific circumstances shall not be a waiver of such condition with respect to any other circumstances or a waiver of any other condition and shall not relieve Seller of any liability or obligation with respect to any representation, warranty, covenant or agreement of Seller, unless the waiver expressly so provides. 5.3. Termination. If any Condition Precedent is not timely fulfilled and is not waived by Buyer, Buyer may terminate this Agreement by written notice to Seller and Escrow Holder shall, if Buyer so instructs, return to the Parties all funds and documents deposited by them, respectively, into escrow. 6. Investigation of the Property. 6.1. Seller's Initial Deliveries. Within ten (10) Business Days following the Effective Date, Seller shall, at Seller's sole expense, deliver to Buyer copies of any documents and records in Seller's possession or control, or in the possession or control of Seller's property manager, relating directly or indirectly to the Conservation Easement or the conservation values of the Property, including without limitation all permits, studies, surveys and maps of the Property. 6.2. Entrv. Without limiting any other rights of Buyer under this Agreement, as of the Effective Date, Seller understands and agrees that Buyer and/or the Funding Sources, and their respective agents and employees, shall have the right to enter upon the Property with Seller's advance permission in order to evaluate the Property for placement of the Conservation Easement, including without limitation for the non-invasive environmental assessment detailed below in Section 6.3. Seller agrees to cooperate with any such evaluation and assessment. Nothing in this Agreement authorizes Buyer or the Funding Sources or any other entity to conduct soils, engineering, or any other physical sampling or invasive tests at the Property, and Seller does not grant access for any such purposes. The exercise by Buyer of any of the preceding rights or any other act of Buyer shall not negate any representation, warranty or covenant of Seller, or modify any of Buyer's rights or Seller's obligations in the event of any breach by Seller of any of its representations, warranties or covenants under this Agreement. Buyer shall indemnify and hold Seller harmless from any and all damages, expense, liens or claims (including attorneys' fees) arising from Buyer's negligence in exercise of its entry rights hereunder or failure to pay third parties; and the provisions of this indemnity shall survive termination of this Agreement. 6.3. Environmental Assessment. Buyer and any Funding Source may obtain such non-invasive environmental assessments of the Property as Buyer and any funding source deem appropriate to evaluate the Property for placement of the Conservation Easement. Page 5 of 20